As of the close of business on September 17, 2019, the reporting persons beneficially owned an aggregate of 4,091,788 Common Shares or 6.7% of the Issuers Common Shares outstanding. The calculation of the foregoing percentage was based on 60,765,796 Common Shares outstanding as of July 26, 2019, as per the Issuers Form 10-Q dated August 1, 2019.
On September 18, 2019, pursuant to the terms and conditions of that certain Agreement and Plan of Merger, dated as of May 5, 2019 (the "Merger Agreement"), by and among the Issuer, Park Hotels & Resorts Inc., a Delaware corporation ("Park"), PK Domestic Property LLC, a Delaware limited liability company and an indirect subsidiary of Park ("Domestic"), and PK Domestic Sub LLC, a Delaware limited liability company and a direct subsidiary of Domestic ("Merger Sub," and, together with Park and Domestic, the "Park Parties"), the Issuer merged with and into Merger Sub, with Merger Sub continuing as the surviving entity and a wholly-owned subsidiary of Domestic (the "Merger"). Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger each issued and outstanding Common Share of the Issuer (other than Common Shares held by the Issuer, any wholly-owned subsidiary of the Issuer or by any of the Park Parties or any of their respective wholly-owned subsidiaries) was converted into the right to receive 0.628 of a share of common stock, par value $0.01 per share, of Park and $11.00 in cash, subject to any applicable withholding taxes. Accordingly, at the effective time of the Merger, the reporting persons no longer beneficially owned any of the Issuers Common Shares.
(b) Percent of Class:
0.0% (See Item 4(a)).
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165240102
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SCHEDULE 13G
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(c) Number of shares as to which such person
has:
(i) Sole power to vote or to direct the vote
-0-
(ii) Shared power to vote or to direct the vote
-0- (See Item 4(a))
(iii) Sole power to dispose or to direct the disposition of
-0-
(iv) Shared power to dispose or to direct the disposition of
-0- (See Item 4(a))
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following þ.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group
See Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
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Exhibits:
Exhibit I: Joint Filing Agreement, dated as of September 24, 2019, by and among ICS Opportunities, Ltd., Integrated Assets, Ltd., ICS Opportunities II LLC, Millennium International Management LP, Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander.
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SIGNATURE
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After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: September 24, 2019
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ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP,
its Investment Manager
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By: /s/ Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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INTEGRATED ASSETS, LTD.
By: Millennium International Management LP,
its Investment Manager
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By: /s/ Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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ICS OPPORTUNITIES II LLC
By: Millennium International Management LP,
its Investment Manager
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By: /s/ Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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MILLENNIUM INTERNATIONAL MANAGEMENT LP
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By: /s/Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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MILLENNIUM MANAGEMENT LLC
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By: /s/Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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MILLENNIUM GROUP MANAGEMENT LLC
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By: /s/Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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/s/ Israel A.
Englander
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Israel
A. Englander
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CUSIP
No.
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165240102
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SCHEDULE 13G
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EXHIBIT I
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JOINT
FILING AGREEMENT
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This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Shares, par value $0.01 per share, of Chesapeake Lodging Trust, a Maryland real estate investment trust, will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: September 24, 2019
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ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP,
its Investment Manager
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By: /s/ Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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INTEGRATED ASSETS, LTD.
By: Millennium International Management LP,
its Investment Manager
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By: /s/ Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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ICS OPPORTUNITIES II LLC
By: Millennium International Management LP,
its Investment Manager
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By: /s/ Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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MILLENNIUM INTERNATIONAL MANAGEMENT LP
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By: /s/Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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MILLENNIUM MANAGEMENT LLC
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By: /s/Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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MILLENNIUM GROUP MANAGEMENT LLC
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By: /s/Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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/s/ Israel A.
Englander
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Israel
A. Englander
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